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•	risks associated with implementing our business strategies and initiatives;

•	risks that we may require additional capital in the future, which may not be available or may be available only on unfavorable terms;

•	the adequacy of our loss reserves and the need to adjust such reserves as claims develop over time;

•	risks relating to the availability and collectability of our reinsurance;

•	changes and uncertainty in economic conditions, including interest rates, inflation, currency exchange rates, equity markets and credit conditions, which could affect our investment portfolio, our ability to finance future acquisitions and our profitability;

•	the risk that ongoing or future industry regulatory developments will disrupt our business, affect the ability of our subsidiaries to operate in the ordinary course or to make distributions to us, or mandate changes in industry practices in ways that increase our costs, decrease our revenues or require us to alter aspects of the way we do business;

•	losses due to foreign currency exchange rate fluctuations;

•	increased competitive pressures, including the consolidation and increased globalization of reinsurance providers;

•	emerging claim and coverage issues;

•	lengthy and unpredictable litigation affecting assessment of losses and/or coverage issues;

•	loss of key personnel;

•	the ability of our subsidiaries to distribute funds to us and the resulting impact on our liquidity;

•	our ability to comply with covenants in our debt agreements;

•	changes in our plans, strategies, objectives, expectations or intentions, which may happen at any time at management’s discretion;

•	operational risks, including system, data security or human failures and external hazards;

•	risks relating to our acquisitions, including our ability to continue to grow, successfully price acquisitions, evaluate opportunities, address operational challenges, support our planned growth and assimilate acquired companies into our internal control system in order to maintain effective internal controls, provide reliable financial reports and prevent fraud;

•	risks relating to our ability to obtain regulatory approvals, including the timing, terms and conditions of any such approvals, and to satisfy other closing conditions in connection with our acquisition agreements, which could affect our ability to complete acquisitions;

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•	risks relating to our active underwriting businesses, including unpredictability and severity of catastrophic and other major loss events, failure of risk management and loss limitation methods, the risk of a ratings downgrade or withdrawal, cyclicality of demand and pricing in the insurance and reinsurance markets;

•	our ability to implement our strategies relating to our active underwriting businesses;

•	risks relating to our life and annuities business, including mortality and morbidity rates, lapse rates, the performance of assets to support the insured liabilities, and the risk of catastrophic events;

•	risks relating to our investments in life settlements contracts, including that actual experience may differ from our assumptions regarding longevity, cost projections, and risk of non-payment from the insurance carrier;

•	risks relating to our subsidiaries with liabilities arising from legacy manufacturing operations;

•	risks relating to the performance of our investment portfolio and our ability to structure our investments in a manner that recognizes our liquidity needs;

•	tax, regulatory or legal restrictions or limitations applicable to us or the insurance and reinsurance business generally;

•	changes in tax laws or regulations applicable to us or our subsidiaries, or the risk that we or one of our non-U.S. subsidiaries become subject to significant, or significantly increased, income taxes in the United States or elsewhere;

•	changes in Bermuda law or regulation or the political stability of Bermuda; and

•	changes in accounting policies or practices.

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•	Atrium Underwriting Group Limited and its subsidiaries ("Atrium"), which manage and underwrite specialist insurance and reinsurance business for Lloyd’s Syndicate 609; and

•	StarStone Insurance Bermuda Limited and its subsidiaries ("StarStone"), which is an A.M. Best A- rated global specialty insurance group with multiple underwriting platforms.

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•	Atrium’s and StarStone’s underwriting businesses provide Enstar with a more diversified earnings stream, which reduces the impact of volatility in earnings from non-life run-off businesses, while concurrently offering the group new growth avenues.

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We believe that having active underwriting businesses enhances the group’s overall ability to compete for new acquisition targets because the addition of active underwriting capabilities allows the group to acquire renewal rights or provide loss portfolio reinsurance in connection with such acquisitions. These capabilities can attract certain vendors, and may provide Enstar with additional flexibility in structuring proposed transactions.

•	Having both run-off and active underwriting businesses within our group allows Enstar to evaluate an acquisition target not only for its fundamental run-off potential, but also for the ongoing value of its profitable business lines.

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•	exposure to claims arising out of unpredictable natural and man-made catastrophic events (including hurricanes, windstorms, tsunamis, severe weather, earthquakes, floods, fires, droughts, explosions, environmental contamination, acts of terrorism, war or political unrest) and changing climate patterns and ocean temperature conditions;

•	failure of our risk management and loss limitation methods (described in "Item 1. Business - Enterprise Risk Management") to adequately manage our loss exposure or provide sufficient protection against losses;

•	the intense competition for business in this industry, including competition from major global insurance and reinsurance companies and underwriting syndicates that may have greater experience and resources than our companies or that may be more highly rated than our companies, or competition resulting from industry consolidation;

•	dependence on a limited number of brokers, managing general agents and other third parties to support our business, both in terms of the volume of business we rely on them to place and the credit risk we assume from them; and

•	susceptibility to the effects of inflation due to premiums being established before the ultimate amounts of losses and LAE are known.

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•	funding cash flow shortages that may occur if anticipated revenues are not realized or are delayed, or if expenses are greater than anticipated;

•	the value of assets being lower than expected or diminishing because of credit defaults or changes in interest rates, or liabilities assumed being greater than expected;

•	integrating financial and operational reporting systems and internal controls, including assurance of compliance with Section 404 of the Sarbanes-Oxley Act of 2002 and our reporting requirements under the Securities Exchange Act of 1934, as amended (the "Exchange Act");

•	leveraging our existing capabilities and expertise into the business acquired and establishing synergies within our organization;

•	funding increased capital needs and overhead expenses;

•	integrating technology platforms and managing any increased cyber security risk;

•	obtaining and retaining management personnel required for expanded operations;

•	fluctuating foreign currency exchange rates relating to the assets and liabilities we may acquire;

•	goodwill and intangible asset impairment charges; and

•	complying with applicable laws and regulations.

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•	announcements with respect to an acquisition or investment;

•	changes in the value of our assets;

•	our quarterly and annual operating results;

•	sales, or the possibility or perception of future sales, by our existing shareholders;

•	changes in general conditions in the economy and the insurance industry;

•	the financial markets; and

•	adverse press or news announcements.

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(1)	Includes shares withheld from employees in order to facilitate the payment of withholding taxes on restricted shares granted pursuant to our equity incentive plan.  The shares are calculated at their fair market value, as determined by reference to the closing price of our ordinary shares on the vesting date.

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•	Consolidated net earnings of $264.8 million and basic and diluted earnings per share of $13.72 and $13.62, respectively

•	Net earnings from Non-life Run-off and Life and Annuities segments of $206.7 million and $26.5 million, respectively

•	Net premiums earned of $823.5 million, including $676.6 million and $124.4 million in our StarStone and Atrium segments

•	Combined ratios of 98.6% and 94.0% for the active underwriting operations within our StarStone and Atrium segments, respectively (refer to "Non-GAAP Financial Measures" above)

•	Net investment income of $185.5 million and net realized and unrealized gains of $77.8 million

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•	Total investments, cash and funds held of $8,438.1 million

•	Total reinsurance balances recoverable of $1,460.7 million

•	Total assets of $12,865.7 million

•	Shareholders' equity of $2,802.3 million and redeemable noncontrolling interest of $454.5 million

•	Total gross reserves for losses and LAE of $5,987.9 million, with $1,350.5 million of reserves acquired and assumed in our Non-life Run-off operations during 2016

•	Diluted book value per ordinary share of $143.68

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Net Incurred Losses and LAE in our Non-life Run-off Segment - Net reduction in the liability for net incurred losses and LAE within our Non-life Run-off segment continued to be the predominant driver of our consolidated earnings for the year ended December 31, 2016, improving by $15.1 million from 2015. Net earnings provided by the Non-life Run-off segment increased by $33.5 million in 2016 compared to 2015 primarily due to improved investment results, partially offset by higher expenses and other items;

•	Higher Net Investment Income - Total net investment income increased by $62.9 million for the year ended December 31, 2016 compared to 2015. The increase was attributable to an average increase of 53 basis points in the book yield we obtained on our assets, due to our asset allocation and a broad increase in treasury yields;

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StarStone - Net earnings attributable to the StarStone segment were $25.2 million for the year ended December 31, 2016, as compared to $13.7 million in 2015. The combined ratio of 98.6% was the same as last year as challenging underwriting conditions resulted in higher loss and acquisition ratios, which was fully offset by improvement in the other operating expense ratio attributable to the continued execution of expense management initiatives;

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Atrium - Net earnings attributable to the Atrium segment were $6.4 million, for the year ended December 31, 2016 as compared to $16.6 million for the year ended December 31, 2015. Atrium continued to deliver solid underwriting performance with a combined ratio of 94.0%. The 2016 results included a lower level of favorable prior period loss development and some large losses in 2016 compared to a lower level of losses in 2015;

•	Life Settlements Business - The life settlements business contributed $11.0 million to earnings in 2016 compared to $16.5 million in 2015;

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Change in Net Realized and Unrealized Gains (Losses) - For the year ended December 31, 2016, net realized and unrealized gains amounted to $77.8 million, as compared to net realized and unrealized losses of $41.5 million for 2015. The net realized and unrealized gains in 2016 were primarily attributable to an increase in the valuation of our other investments, as well as tighter credit spreads in fixed income markets; and

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Noncontrolling Interest - Noncontrolling interest in losses (earnings) is directly attributable to the results from those subsidiary companies in which there are either noncontrolling interests or redeemable noncontrolling interests. For the year ended December 31, 2016, the noncontrolling interest in earnings was $39.6 million as compared to the noncontrolling interest in losses of $10.0 million in 2015.

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Net Incurred Losses and LAE in our Non-life Run-off Segment - Net reduction in the liability for net incurred losses and LAE within our Non-life Run-off segment continued to be the predominant driver of our consolidated earnings for the year ended December 31, 2015, improving by $6.1 million from 2014. Net earnings provided by the Non-life Run-off segment were lower by $30.1 million in 2015 compared to 2014 primarily due to net realized and unrealized losses in 2015 as compared to net realized and unrealized gains in 2014. Excluding net investment income and net realized and unrealized gains (losses), net earnings in the Non-life Run-off segment increased from $97.4 million in 2014 to $120.2 million in 2015;

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Higher Net Investment Income - Total net investment income increased by $56.5 million for the year ended December 31, 2015 compared to 2014. The increase was attributable to an increase of $1.3 billion in our average invested assets (due to our 2015 acquisitions and significant new business transactions) and an average increase of 57 basis points in the book yield we obtained on those assets, due to our asset allocation and a broad increase in treasury yields;

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StarStone - Net earnings attributable to the StarStone segment were $13.7 million for the year ended December 31, 2015, as compared to a net loss of $10.6 million for the nine months we owned StarStone in 2014. We saw improvement in the underwriting profitability of StarStone, as well as a decrease in other operating expenses attributable to the continued execution of expense management initiatives;

•	Atrium - Net earnings attributable to the Atrium segment increased by $6.1 million for the year ended December 31, 2015 compared to 2014, as the Atrium active underwriting operations continued their strong underwriting performance despite challenging underwriting conditions;

•	Life Settlements Business - The life settlements business contributed $16.5 million to earnings;

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Change in Net Realized and Unrealized Gains (Losses) - For the year ended December 31, 2015, net realized and unrealized losses amounted to $41.5 million, as compared to net realized and unrealized gains of $52.0 million for 2014. The net realized and unrealized losses in 2015 were primarily attributable to an increase in treasury yields on our fixed maturity securities, widening corporate credit spreads and a decrease in liquidity in fixed income markets; and

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Noncontrolling Interest - Noncontrolling interest in losses (earnings) is directly attributable to the results from those subsidiary companies in which there are either noncontrolling interests or redeemable noncontrolling interests. For the year ended December 31, 2015, the noncontrolling interest in losses was $10.0 million as compared to the noncontrolling interest in earnings of $13.5 million in 2014.

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•	an increase of $32.5 million related principally to an increase in salaries and benefits, partially offset by a decrease in discretionary bonus accruals of $8.3 million. The increase in salaries and benefits was primarily attributable to an increase of $21.0 million in the valuation of stock appreciation right awards outstanding in 2016 as a result of the increase in the share price;

•	an increase in professional fees of $9.2 million related to new acquisitions and projects during the year; and

•	an increase in bank charges of $3.2 million due to the write-off of loan facility fees in 2016.

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•	an increase of $21.2 million related principally to an increase in professional fees of $12.1 million (primarily due to acquisitions and projects), information technology costs of $6.8 million (due to our growth), and an increase in office expenses and travel costs of $2.3 million;

•	an increase in salaries and benefits of $17.5 million primarily attributable to an increase in headcount associated with acquisitions including Sussex; and

•	an increase in stock compensation costs of $3.3 million due to new equity-based awards made during the year to our employees; partially offset by

•	a decrease in rent and related expenses of $1.5 million due largely to non-recurring fees associated with the termination of various U.K. lease agreements in 2014.

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(1)

Refer to "Non-GAAP Financial Measures" for a description of how these ratios are calculated. The ratios are based upon the following amounts for StarStone, which exclude Holding Company amounts, for the years ended December 31, 2016 and 2015, respectively: net premiums earned of $676,244 and $577,071, net incurred losses and LAE of $403,488 and $331,219, acquisition costs of $138,822 and $109,347, and other operating expenses of $124,239 and $128,544.

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•	To follow an investment strategy designed to emphasize the security and growth of our invested assets that also meet our credit quality and diversification objectives.

•	To provide sufficient liquidity for the prompt payment of claims and contract liabilities.

•	To seek superior risk-adjusted returns, by allocating a portion of our portfolio to non-investment grade securities in accordance with our investment guidelines.

•	To consider the duration characteristics of our liabilities in determining the extent to which we correlate with assets of comparable duration depending on our other investment strategies and to the extent practicable.

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(1)	Investment Grade are securities with a rating of BBB- or higher.

(2)	Non-Investment Grade includes non-rated securities with a fair value of $28.1 million and $23.7 million as at December 31, 2016 and 2015, respectively.

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(1)	Investment Grade are securities with a rating of BBB- or higher.

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•	A four-year term loan (the "Sussex Facility", formerly called the Companion Facility) that was originated on December 24, 2014 with two financial institutions. As at December 31, 2016, the outstanding principal under this facility was $63.5 million, and there was no unutilized capacity.

•	A three-year unsecured term loan (the "EGL Term Loan Facility") that was originated on November 18, 2016. As at December 31, 2016, the outstanding principal under this facility was $75.0 million, and there was no unutilized capacity.

(1)

The reserves for losses and LAE represent management’s estimate of the ultimate cost of settling losses. The estimation of losses is based on various complex and subjective judgments. Actual losses paid may differ, perhaps significantly, from the reserve estimates reflected in our financial statements. Similarly, the timing of payment of our estimated losses is not fixed and there may be significant changes in actual payment activity. The assumptions used in estimating the likely payments due by period are based on our historical claims payment experience and industry payment patterns, but due to the inherent uncertainty in the process of estimating the timing of such payments, there is a risk that the amounts paid in any such period can be significantly different from the amounts disclosed above. The amounts in the above table represent our estimates of known liabilities as of December 31, 2016 and do not take into account corresponding reinsurance recoverable amounts that would be due to us. Furthermore, certain of the reserves included in the audited consolidated financial statements as of December 31, 2016 were acquired by us and initially recorded at fair value with subsequent amortization, whereas the expected payments by period in the table above are the estimated payments at a future time and do not reflect the fair value adjustment in the amount payable.

(2)

Policy benefits for life and annuity contracts recorded in our audited consolidated balance sheet as at December 31, 2016 of $112.1 million are computed on a discounted basis, whereas the expected payments by period in the table above are the estimated payments at a future time and do not reflect a discount of the amount payable. Amounts related to Pavonia are excluded as these are classified as liabilities held for sale, as described in "Note 5 - Held-For-Sale Business" in the notes to our consolidated financial statements included within Item 8 of this Annual Report on Form 10-K.

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•	Previous commutations completed by existing portfolio companies with policyholders of the newly-acquired company;

•	Nature of liabilities;

•	Size of incurred loss reserves;

•	Recent loss development history; and

•	Targets for claims audits.

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We closely monitor cedant loss reporting and, for those cedants identified as providing inadequate, untimely or unusual reporting of losses, we conduct, in accordance with the provisions of the insurance and reinsurance contracts, detailed claims audits at the insured’s or reinsured’s premises. Such claims audits have the benefit of validating advised claims, determining whether the cedant’s loss reserving practices and reporting are adequate and identifying potential loss reserving issues of which our actuaries need to be made aware. Any required adjustments to advised claims reserves reported by cedants identified during the claims audits will be recorded as an adjustment to the advised case reserve.

•	Onsite claims audits are often supplemented by further reviews by our internal and external legal advisors to determine the reasonableness of advised case reserves and, if considered necessary, an adjustment to the reported case reserve will be recorded.

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•	Our actuaries project expected paid and incurred loss development for each class of business, which is monitored on a quarterly basis. Should actual paid and incurred development differ significantly from the expected paid and incurred development, we will investigate the cause and, in conjunction with our actuaries, consider whether any adjustment to total loss reserves is required.

•	Our actuaries consider the quality of ceding company data as part of their ongoing evaluation of the liability for ultimate losses and LAE, and the methodologies they select for estimating ultimate losses inherently compensate for potential weaknesses in this data, including weaknesses in loss reports provided by cedants.

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Gross, ceded and net incurred loss report - This report provides, for each reporting period, the total (including commuted policies) gross, ceded and net incurred loss development for each company and a commentary on each company’s loss development prepared by our Chief Reserving Actuary. The report highlights the causes of any unusual or significant loss development activity (including commutations) and includes commentary on quality and reliability of underlying data.

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Actual versus expected gross incurred loss development report - This report provides a summary, and commentary thereon, of each company’s (excluding companies or portfolios of business acquired in the current year) non-commuted incurred gross losses compared to the estimate of the development of non-commuted incurred gross losses provided by our actuaries at the beginning of the year as part of the prior year’s reserving process.

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•	Commutations summary schedule - This schedule summarizes all commutations completed during the year for all companies, and identifies the policyholder with which we commuted, the incurred losses settled by the commutation (comprising outstanding unpaid losses and case reserves) and the amount of the commutation settlement.

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Analysis of paid, incurred and ultimate losses - This analysis for each company, and in the aggregate, provides a summary of the gross, ceded and net paid and incurred losses and the impact of applying our actuaries’ recommended loss reserves. This report, reviewed in conjunction with the previous reports, provides an analytical tool to review each company’s incurred loss or gain and reduction in IBNR reserves to assess whether the ultimate reduction in loss reserves appears reasonable in light of known developments within each company.

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•	The existence of currently undiscovered polluted sites eligible for clean-up under the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA") and related legislation.

•	Costs imposed due to joint and several liability if not all potentially responsible parties ("PRPs") are capable of paying their share.

•	The outcomes of legal challenges to certain policy terms such as the "absolute" pollution exclusion.

•	Potential future reforms and amendments to CERCLA, particularly as the resources of Superfund - the funding vehicle, established as part of CERCLA, to provide financing for cleanup of polluted sites where no PRP can be identified - become exhausted.

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•	$86.5 Billion Ultimate Industry Asbestos Losses - This level of industry-wide losses and its comparison to industry-wide paid, incurred and outstanding case reserves is the base benchmarking assumption applied to Paid Market Share, Reserve-to-Paid, IBNR:Case Ratio and the Ultimate-to-Incurred asbestos reserving methodologies.

•	$40 Billion Ultimate Industry Environmental Losses - This level of industry-wide losses and its comparison to industry-wide paid, incurred and outstanding case reserves is the base benchmarking assumption applied to Paid Market Share, Reserve-to-Paid, IBNR:Case Ratio and the Ultimate-to-Incurred environmental reserving methodologies.

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Loss Reporting Lag - Our subsidiaries assumed a mix of insurance and reinsurance exposures generally through the London market. As the available industry benchmark loss information, as supplied by our independent consulting actuaries, is compiled largely from U.S. direct insurance company experience, our loss reporting is expected to lag relative to available industry benchmark information. This time-lag used by each of our insurance subsidiaries varies from 1 to 5 years depending on the relative mix of domicile, percentages of product mix of insurance, reinsurance and retrocessional reinsurance, primary insurance, excess insurance, reinsurance of direct, and reinsurance of reinsurance within any given exposure category. Exposure portfolios written from a non-U.S. domicile are assumed to have a greater time-lag than portfolios written from a U.S. domicile. Portfolios with a larger proportion of reinsurance exposures are assumed to have a greater time-lag than portfolios with a larger proportion of insurance exposures.

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•	Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access. Valuation adjustments and block discounts are not applied to Level 1 instruments.

•	Level 2 - Valuations based on quoted prices in active markets for similar assets or liabilities, quoted prices for identical assets or liabilities in inactive markets, or for which significant inputs are observable (e.g. interest rates, yield curves, prepayment speeds, default rates, loss severities, etc.) or can be corroborated by observable market data

•	Level 3 - Valuations based on unobservable inputs where there is little or no market activity. Unadjusted third party pricing sources or management's assumptions and internal valuation models may be used to determine the fair values.

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(1)	Assumes 10% change in U.S. dollar relative to other currencies

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(i)	Non-life Run-off - This segment is comprised of the operations of our subsidiaries that are running off their property and casualty and other non-life business. It also includes our management business, which manages the run-off portfolios of third parties through our service companies.

(ii)	Atrium - Atrium Underwriters Ltd. is a managing general agent at Lloyd’s of London ("Lloyd's"), which manages Syndicate 609. Through a corporate capital vehicle, Atrium 5 Ltd., we provide 25% of the syndicate’s underwriting capacity and capital (with the balance provided by traditional Lloyd’s Names). Atrium underwrites specialist marine, energy, aerospace, non-marine and liability classes.

(iii)	StarStone - StarStone is a global specialty insurer that underwrites a diverse range of property, casualty and specialty insurance through its operations in Bermuda, the United States, the United Kingdom, and Continental Europe. Certain run-off business of StarStone is recorded in our Non-life Run-off segment.

(iv)	Life and Annuities - This segment comprises our subsidiaries managing our closed-blocks of life and annuity business and our life settlements business.

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•	liability for losses and loss adjustment expenses ("LAE");

•	liability for policy benefits for life and annuity contracts;

•	reinsurance balances recoverable;

•	gross and net premiums written and net premiums earned;

•	impairment charges, including other-than-temporary impairments on investment securities classified as available-for-sale, and impairments on goodwill, intangible assets and deferred charges;

•	fair value measurements of investments;

•	fair value estimates associated with accounting for acquisitions; and

•	redeemable noncontrolling interests.

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•	Private equities and private equity funds invest primarily in the financial services industry. All of our investments in private equities and private equity funds are subject to restrictions on redemptions and sales that are determined by the governing documents and limit our ability to liquidate those investments. These restrictions have been in place since the dates of our initial investments.

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Fixed income funds comprise a number of positions in diversified fixed income funds that are managed by third-party managers. Underlying investments vary from high-grade corporate bonds to non-investment grade senior secured loans and bonds, but are generally invested in liquid fixed income markets. These funds have regularly published prices. The funds have liquidity terms that vary from daily up to quarterly.

•	Fixed income hedge funds invest in a diversified portfolio of debt securities. The hedge funds have imposed lock-up periods of up to three years from the time of initial investment. Once eligible, redemptions will be permitted quarterly with 90 days’ notice.

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•	Equity funds invest in a diversified portfolio of international publicly traded equity securities. The funds have liquidity terms that vary from daily to bi-monthly.

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Multi-strategy hedge fund was an investment in a hedge fund that invested in a variety of asset classes including funds, fixed income, equity securities and other investments. The fund was sold in December 2016. The proceeds of sale were contributed to our investment in the start-up reinsurer KaylaRe Holdings, which is recorded as an equity-method investment in other assets on our consolidated balance sheet.

•	Real estate debt fund invests primarily in U.S. commercial real estate loans and securities. A redemption request for this fund can be made 10 days after the date of any monthly valuation. The fund was fully redeemed during the year ended December 31, 2016.

•	CLO equities comprise investments in the equity tranches of term-financed securitizations of diversified pools of corporate bank loans. CLO equities denote direct investments by us in these securities.

•	CLO equity funds comprise two funds that invest primarily in the equity tranches of term-financed securitizations of diversified pools of corporate bank loans. One of the funds has a fair value of $4.1 million, part of a self-liquidating structure which is expected to pay out over one to five years. The other fund has a fair value of $11.3 million and is eligible for redemption in 2018.

•	Other primarily comprises a fund that provides loans to educational institutions throughout the United States and its territories.

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•	Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access. Valuation adjustments and block discounts are not applied to Level 1 instruments.

•	Level 2 - Valuations based on quoted prices in active markets for similar assets or liabilities, quoted prices for identical assets or liabilities in inactive markets, or for which significant inputs are observable (e.g. interest rates, yield curves, prepayment speeds, default rates, loss severities, etc.) or can be corroborated by observable market data.

•	Level 3 - Valuations based on unobservable inputs where there is little or no market activity. Unadjusted third party pricing sources or management's assumptions and internal valuation models may be used to determine the fair values.

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U.S. government and agency securities consist of securities issued by the U.S. Treasury and mortgage pass-through agencies such as the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation and other agencies. Non-U.S. government securities consist of bonds issued by non-U.S. governments and agencies along with supranational organizations. The significant inputs used to determine the fair value of these securities include the spread above the risk-free yield curve, reported trades and broker-dealer quotes. These are considered to be observable market inputs and, therefore, the fair values of these securities are classified as Level 2.

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Corporate securities consist primarily of investment-grade debt of a wide variety of corporate issuers and industries. The fair values of these securities are determined using the spread above the risk-free yield curve, reported trades, broker-dealer quotes, benchmark yields, and industry and market indicators. These are considered observable market inputs and, therefore, the fair values of these securities are classified as Level 2. Where pricing is unavailable from pricing services, such as in periods of low trading activity or when transactions are not orderly, we obtain non-binding quotes from broker-dealers. Where significant inputs are unable to be corroborated with market observable information, we classify the securities as Level 3.

•	Municipal securities consist primarily of bonds issued by U.S.-domiciled state and municipal entities. The fair values of these securities are determined using the spread above the risk-free yield curve, reported

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Asset-backed securities consist primarily of investment-grade bonds backed by pools of loans with a variety of underlying collateral. Residential and commercial mortgage-backed securities include both agency and non-agency originated securities. Where pricing is unavailable from pricing services, we obtain non-binding quotes from broker-dealers. This is generally the case when there is a low volume of trading activity and current transactions are not orderly. The significant inputs used to determine the fair value of these securities include the spread above the risk-free yield curve, reported trades, benchmark yields, prepayment speeds and default rates. The fair values of these securities are classified as Level 2 if the significant inputs are market observable. Where significant inputs are unable to be corroborated with market observable information, we classify the securities as Level 3.

•	For our investments in private equities and private equity funds, we measure fair value by obtaining the most recently available NAV from the external fund manager or third-party administrator. The fair values of these investments are measured using the NAV as a practical expedient and therefore have not been categorized within the fair value hierarchy.

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Our investments in fixed income funds and equity funds are valued based on a combination of prices from independent pricing services, external fund managers or third-party administrators. For the publicly available prices we have classified the investments as Level 2. For the non-publicly available prices we are using NAV as a practical expedient and therefore these have not been categorized within the fair value hierarchy.

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For our investments in fixed income and multi-strategy hedge funds, we measure fair value by obtaining the most recently available NAV as advised by the external fund manager or third-party administrator. The fair values of these investments are measured using the NAV as a practical expedient and therefore have not been categorized within the fair value hierarchy. In December 2016, we sold the multi-strategy hedge fund.

•	Our investment in the real estate debt fund was valued based on the most recently available NAV from the external fund manager. The fair value of this investment was measured using the NAV practical expedient and therefore has not been categorized within the fair value hierarchy. This fund was fully redeemed during the year ended December 31, 2016.

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We measure the fair value of our direct investment in CLO equities based on valuations provided by our external CLO equity manager. If the investment does not involve an external CLO equity manager, the fair value of the investment is based on valuations provided by the broker or lead underwriter of the investment (the "broker"). Our CLO equity investments have been classified as Level 3 due to the use of unobservable inputs in the valuation and the limited number of relevant trades in secondary markets.

•	For our investments in CLO equity funds, we measure fair value by obtaining the most recently available NAV as advised by the external fund manager or third party administrator. The fair values of these investments were measured using the NAV as a practical expedient and therefore have not been categorized within the fair value hierarchy.

•	For our investments in call options on publicly traded equities, we measure fair value by obtaining the latest option price as of our reporting date. These were classified as Level 2. As at December 31, 2016, the call option had been sold.

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•

On June 30, 2015, we entered into a Sale and Purchase Agreement with J.C. Flowers II L.P., J.C. Flowers II-A L.P., J.C. Flowers II-B, L.P. and Financial Service Opportunities L.P. (collectively, the "JCF II Funds"), pursuant to which we purchased all of the non-voting preference shares of Cumberland Holdings Ltd. and Courtenay Holdings Ltd., which represent all of the NCI owned directly by the JCF II Funds in our subsidiaries, for an aggregate price of $140.0 million. Immediately prior to the repurchase, the book value of the JCF II Funds’ NCI was $182.8 million. The transaction closed on September 30, 2015.

•

On September 3, 2015, we entered into a Sale and Purchase Agreement with Shinsei Bank, Limited ("Shinsei"), pursuant to which we purchased all of the Class B shares of Comox Holdings Ltd., which represents all of the NCI owned directly by Shinsei in our subsidiaries, for an aggregate price of $10.4 million. Immediately prior to the repurchase, the book value of Shinsei’s NCI was $12.5 million. The transaction closed on September 8, 2015.

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•	The Series A shares were issued and held in treasury, but were not outstanding. These shares were canceled in June 2016 in an internal reorganization as described below.

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The Series C shares were originally issued in connection with investment transactions in April and December of 2011. The Series C shares: (i) have all of the economic rights (including dividend rights) attaching to Voting Ordinary Shares but are non-voting except in certain limited circumstances; (ii) will automatically convert at a one-for-one exchange ratio (subject to adjustment for share splits, dividends, recapitalizations, consolidations or similar transactions) into Voting Ordinary Shares if the registered holder transfers them in a widely dispersed offering; (iii) may only vote on certain limited matters that would constitute a variation of class rights and as required under Bermuda law, provided that the aggregate voting power of the Series C shares with respect to any merger, consolidation or amalgamation will not exceed 0.01% of the aggregate voting power of our issued share capital; and (iv) require the registered holders’ written consent in order to vary the rights of the shares in a significant and adverse manner.

•

The Series B and Series D shares were created in connection with the 2011 investment transactions, but no shares in these series are issued and outstanding. Holders of the Series C shares have the right to convert such shares, on a share-for-share basis, subject to certain adjustments, into Series D shares at their option. There is no economic difference in Series B, C or D shares, but there are slight differences in the conversion rights and the limited voting rights of each series.

•

There were 404,771 Series E shares issued and outstanding as of December 31, 2016. There were 714,015 Series E shares originally issued and outstanding in connection with the acquisition of StarStone. During 2015, 309,244 of the previously issued and outstanding Series E shares were converted into Voting Ordinary Shares upon market sales constituting a widely dispersed offering. The Series E shares have substantially the same rights as the Series C shares, except that (i) they are convertible only into Voting Ordinary Shares and (ii) they may only vote as required under Bermuda law. The Series E shares include all other Non-Voting Ordinary Shares authorized under our bye-laws but not classified as Series A, B, C or D Non-Voting Ordinary Shares.

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(1)	Original cost of fixed maturity securities is reduced by repayments and adjusted for amortization of premiums or accretion of discounts.

(2)	The difference in the amount of equities shown at fair value and the equities shown in our consolidated balance sheet relates to the fair value of $20.9 million as of December 31, 2016 for our investment in a registered investment company affiliated with entities owned by Trident. Refer to Note 21 of the notes to the consolidated financial statements.

(3)	The difference in the amount of other investments shown at fair value and the other investments shown in our consolidated balance sheet relates to the fair value of $347.0 million as of December 31, 2016 for our other investments in funds or companies owned by or affiliated with certain related parties. Refer to Note 21 of the notes to the consolidated financial statements.

(4)	The table above excludes businesses held for sale. Refer to Note 5 of the notes to the consolidated financial statements.

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(1)	These amounts are credited to net incurred losses and there is an offsetting debit within the same line, resulting in no impact on net earnings.

(2)	Credited to the related asset account.

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(a)	Financial Statements and Financial Statement Schedules: see Item 8 in Part II of this report.

(b)	Exhibits: see accompanying exhibit index that follows the signature page of this report.

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(1)	Enstar Group Limited (the “Company”)

(2)	Nicholas Packer (the “Employee”)

1.	SEPARATION

(a)	The Employee’s last day of work shall be December 31, 2016 (the “Termination Date”). Between the date hereof and the Termination Date, the Employee agrees to work in a transition role with other members of the senior management team. The Company shall continue to pay the Employee’s usual salary and benefits until the Termination Date.

(b)	On the Termination Date, Employee’s employment under the Employment Agreement shall end and the Company shall have no further obligations thereunder other than:

(i)	The payment of amounts (including salary and expense reimbursements) that have been fully earned up to December 31, 2016 by, but not yet paid to, the Employee under the Employment Agreement;

(ii)	The Employee shall remain eligible to receive an incentive bonus payment under the Company’s annual incentive program for the performance year ended December 31, 2016, in an amount determined by the Company’ s Compensation Committee in February 2017 and paid no later than April 15, 2017; and

(iii)	The terms of Sections 6.2 and 6.4 to 6.10 of the Employment Agreement shall survive the termination of the Employee’s employment, notwithstanding that the notice provision in Section 6.6(b) of the Employment Agreement, which shall be automatically updated to reflect the Employee’s current address on file with the Company’s Human Resources department.

(c)

Following the termination of the Employee’s employment with the Company, the Employee shall remain subject to Sections 5.1 (including the terms of Exhibit A incorporated therein), 5.2, 6.2 and 6.4 to 6.10 of the Employment Agreement, provided that it shall not constitute a breach of the “Noncompetition” provisions set forth on Exhibit A to the Employment Agreement for the Employee to serve as an executive officer of KaylaRe during the “Restricted Period” (as defined on Exhibit A to the Employment Agreement) so long as the Employee otherwise complies with Section 5.1 of the Employment Agreement and the other sections of Exhibit A incorporated therein.

(d)	In connection with the termination of the Employee’s employment with the Company, the Employee hereby resigns effective as of the Termination Date from all positions he holds with the Company and all of its subsidiaries, with the exception of StarStone Specialty Holdings Limited (“SSIL”), for which the Employee will continue to serve solely as a non-employee director. If the Employee’s

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(e)	The Company acknowledges that the termination of Employee’s employment with the Company as contemplated by this Agreement will not constitute a “Termination of Service” (as defined in the Company’s 2006 Equity Incentive Plan). Accordingly, the SAR Agreement shall remain in effect pursuant to its existing terms.

(f)	The parties acknowledge that the payments and benefits provided for in this Agreement exceed any statutory rights the Employee may have in connection with the termination of his employment.

(g)	The parties acknowledge that all payments and benefits under this Agreement are subject to the usual terms including deductions where applicable as pertained during the Employee’s employment.

2.	WAIVER AND RELEASE

(a)

The Employee hereby waives any and all rights of any kind or description against the Company that he has had, now has or can, shall or may have in the future regarding any matter relating to his employment, the Employment Agreement, or the termination thereof, that predates the execution of this Agreement, including but not limited to all asserted and unasserted rights to and claims for wages, salary, termination-related payments pursuant to Section 4 of the Employment Agreement, employee benefits, vacation pay, sickness pay, expense reimbursements, monetary and equitable relief, damages, or any Statutory Claim (as defined below), except as expressly set forth in this Agreement.

(b)

A Statutory Claim for the purposes of the preceding clause means any claim for or relating to unfair dismissal, additional redundancy payments, equal pay, sex, race or disability discrimination, or any other statutory employment rights which the Employee, or anyone on his behalf, has or may have under any applicable law, including the Employment Act 2000 or Human Rights Act 1981, and including any claim for reinstatement to employment with the Company in any position at any time.

(i)

the payments and the provision of any benefits under the terms of this Agreement shall at all times be conditional on the Employee (or anyone on his behalf) complying with each and every term, condition or warranty of this Agreement and refraining from issuing or pursuing any type of employment related proceedings in respect of any Statutory Claim or any contractual or common law claim (howsoever arising) against the Company;

(ii)	if the Employee (or anyone on his behalf) subsequently breaches any term, condition or warranty of this Agreement, or issues or pursues such employment related proceedings in breach of this Agreement then the payments and benefits provided to the Employee shall be repayable to the Company forthwith on demand and no further payments or benefits will be provided; and

(iii)	the payments and benefits shall be recoverable as a debt, together with all reasonable costs (including reasonable legal costs) incurred by the Company in recovering the sums and/or in relation to any proceedings so brought by the Employee.

(a)	Employee acknowledges that he has read this Agreement in its entirety and understands all of its terms and that he knowingly and voluntarily assents to all of the terms and conditions contained herein.

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(b)	Employee acknowledges that the Company expressly advised him to consult with an attorney of his choosing prior to executing this Agreement and the waiver and release contained herein.

(c)	This Agreement shall be construed in accordance with and governed by the laws of Bermuda, without regard to principles of conflict of laws.

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•	Completion of the Subscription Documents, which include:

◦

Subscription Agreement, Common Shareholders’ Agreement and Registration Rights Agreement: Review the Subscription Agreement, the Common Shareholders’ Agreement (the “Shareholders’ Agreement”) and the Registration Rights Agreement (the “Registration Rights Agreement”), copies of which have been made available. Date and sign the Signature Pages to the Subscription Agreement (the “Signature Pages”), which constitutes your signature to each of the Subscription Agreement, the Shareholders’ Agreement and the Registration Rights Agreement.

◦	Subscription Agreement Signature Pages: The Signature Pages are only complete if all information requested on the Signature Pages is provided.

◦

IRS Form W-9, Form W-8: A FATCA compliant Form W-9 or W-8 is required from each Subscriber. A Subscriber that is a “United States person” for U.S. federal income tax purposes, as defined in Part II of Appendix A, or is an entity that is disregarded for U.S. federal income tax purposes (a “Disregarded Entity”) that is owned by a “United States person” for U.S. federal income tax purposes, as defined in Part II of Appendix A, should complete and sign IRS Form W-9 to certify its tax identification number. The requirement to complete a Form W-9 applies to all United States persons, including those who are exempt from U.S. federal income taxation. A Subscriber that is not a “United States person” for U.S. federal income tax purposes, as defined in Part II of Appendix A, or is a Disregarded Entity that is wholly-owned by a single person or entity that is not a “United States person” for U.S. federal income tax purposes, as defined in Part II of Appendix A, should complete and sign the appropriate IRS Form W-8. In the case of a Disregarded Entity, the Form W-9 or W-8 should be completed and signed by the owner.

•	Delivery of Completed Subscription Documents: Please return completed Subscription Documents to Clifford Chance US LLP by emailing to document to the attention of Kirsten Gaeta at Kirsten.Gaeta@cliffordchance.com, with a copy to Tara Mendez at Tara.Mendez@cliffordchance.com.

•	RETAIN A COPY FOR YOUR FILES.

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1.	Independent Investigation and Information Received

2.	Subscription Commitment

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3.	Representations, Warranties and Covenants - All Subscribers

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4.	Representations, Warranties and Covenants - the Company

5.	Condition

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6.	Indemnification

7.	Miscellaneous

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8.	Notices

9.	Governing Law

10.	Submission to Jurisdiction; Consent to Service of Process

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1	For a COMPANY SUBSCRIBER, on at least two Directors or Managers (including an Executive Director where available), and Beneficial Owners with over 10% interest (or principal control),

2	For a PARTNERSHIP SUBSCRIBER, on at least two Partners (or the sole General Partner (if applicable) of a limited partnership),

3	For a TRUST SUBSCRIBER, on the Trustee(s) and Settlor(s).

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(1)	any resident or citizen of the U.S.;

(2)	any entity organized or incorporated under the laws of the U.S.;

(3)	any entity not organized or incorporated under the laws of the U.S.:

(a)	that was organized principally for passive investment (such as an investment company, a commodity pool or other similar vehicle); and

(b)

that was formed by U.S. Persons principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, only by (i) “accredited investors” (as defined in Rule 501 (a) under the Securities Act) who are not individuals, estates or trusts, and (ii) “qualified purchasers” (as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended (the “1940 Act”));

(4)	an estate or trust:

(a)	of which an executor, administrator or trustee is a U.S. Person, unless;

(5)	any agency or branch of a foreign entity located in the U.S.;

(6)	any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of one or more U.S. Persons; and

(7)	any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the U.S., unless it is held by a dealer or other professional fiduciary exclusively for the benefit or account of one or more non-U.S. Persons.

(1)

An individual who is a citizen of the United States or a resident alien for U.S. federal income tax purposes. In general, the term “resident alien” is defined for this purpose to include any individual who (i) holds an Alien Registration Card issued by the U.S. Immigration and Naturalization Service or (ii) meets a “substantial presence” test. The “substantial presence” test is generally met with respect

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(2)	A corporation, an entity taxable as a corporation, or a partnership created or organized in or under the laws of the United States, or any state thereof or the District of Columbia;

(3)	An estate the income of which is subject to U.S. federal income tax, regardless of the source thereof; or

(4)

A trust if (x) a court within the United States is able to exercise primary supervision over its administration and one or more “United States persons”, as defined herein, have the authority to control all of its substantial decisions or (y) such trust was in existence on August 20, 1996 and was treated as a domestic trust on August 19, 1996 and such trust has an election in effect under applicable Treasury regulations to be treated as a United States person.

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(a)

any bank as defined in section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934 (the “Exchange Act”); any insurance company as defined in section 2(a)(13) of the Securities Act; any investment company registered under the 1940 Act or a business development company as defined in section 2(a)(48) of that Securities Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of ERISA if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

(b)	any private business development company as defined in section 202(a)(22) of the 1940 Act;

(c)	any organization described in section 501(c)(3) of the Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

(d)	any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;

(e)	any natural person whose individual net worth, or joint net worth with that person’s spouse, exceeds $1,000,000;

(f)	any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

(g)	any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person); or

(h)	any entity in which all of the equity owners are accredited investors.

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(a)	an executive officer or director of a Public Company;

(b)	an executive officer or director of a Covered Non-Public Company; or

(c)	a person who receives Material Support from an executive officer or director of a Public Company or a Covered Non-Public Company.

(a)	offerings made pursuant to an exemption under Section 4(a)(1), 4(a)(2) or 4(a)(6) of the Securities Act, (ii) Rule 504 under the Securities Act if the securities are “restricted securities” as defined in Rule 144(a)(3) under the Securities Act, or (iii) Rule 144A, Rule 505 or Rule 506 under the Securities Act;

(b)	offerings of exempted securities as defined in Section 3(a)(12) of the Exchange Act and the rules promulgated thereunder;

(c)	offerings of securities of a commodity pool operated by a commodity pool operator as defined under Section 1a(5) of the Commodity Exchange Act, as amended;

(d)	rights offerings, exchange offers or offerings made pursuant to a merger or acquisition;

(e)	offerings of investment grade asset-backed securities;

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(f)	offerings of convertible securities;

(g)	offerings of preferred securities;

(h)	offerings of an investment company registered under the 1940 Act;

(i)	offerings of securities (in ordinary share form or ADRs registered on Form F-6) that have a pre-existing market outside of the United States; and

(j)	offerings of a business development company as defined in Section 2(a)(48) of the 1940 Act, a direct participation program as defined in FINRA Rule 2310(a)(4), or a real estate investment trust as defined in Section 856 of the Code.

(a)	natural person (including any person who holds a joint, community property, or other similar shared ownership interest in an issuer that is excepted under section 3(c)(7) with that person’s qualified purchaser spouse) who owns not less than $5,000,000 in investments, as defined by the Securities and Exchange Commission;

(b)

any company that owns not less than $5,000,000 in investments and that is owned directly or indirectly by or for 2 or more natural persons who are related as siblings or spouse (including former spouses), or direct lineal descendants by birth or adoption, spouses of such persons, the estates of such persons, or foundations, charitable organizations, or trusts established by or for the benefit of such persons;

(c)	any trust that is not covered by clause (b) and that was not formed for the specific purpose of acquiring the securities offered, as to which the trustee or other person authorized to make decisions with respect to the trust, and each settlor or other person who has contributed assets to the trust, is a person described in clause (a), (b), or (d); or

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(d)	any person, acting for its own account or the accounts of other qualified purchasers, who in the aggregate owns and invests on a discretionary basis, not less than $25,000,000 in investments.

(a)	a Broker-Dealer, or a subsidiary of a Broker-Dealer;

(b)	an officer, director, general partner, Associated Person, agent engaged in the investment banking or securities business, or employee of a Broker-Dealer, other than a Limited Business Broker-Dealer;

(c)	an Immediate Family Member of a person described in (b) above;

(d)	(1) a finder with respect to offerings of New Issue Securities, (2) a person or entity who acts in a fiduciary capacity to a managing underwriter of New Issue Securities, including, among others, an attorney, accountant or financial consultant or (3) an Immediate Family Member of such a person who provides Material Support to, or receives Material Support from, such person;

(e)	a Portfolio Manager (i.e., a person or entity who has the authority to buy or sell securities) for a bank, savings and loan institution, insurance company, investment company, investment advisor or Collective Investment Vehicle other than (1) an investment vehicle beneficially owned solely by Immediate Family Members or (2) an Investment Club;

(f)	an Immediate Family Member of a Portfolio Manager and receive Material Support from, or provide Material Support to, such person;

(g)	a person or entity listed or required to be listed on Schedule A* of Form BD of a Broker-Dealer (other than a Limited Business Broker-Dealer), except for persons or entities identified by an ownership code of less than 10% on Schedule A* of that Broker-Dealer;

(h)

a person or entity who is listed or required to be listed on Schedule B** of Form BD of a Broker-Dealer (other than a Limited Business Broker-Dealer), except if you are so listed or required to be listed solely because of your ownership interest in a person or entity listed or required to be listed on Schedule A* of a Broker-Dealer that is identified by an ownership code of less than 10% on Schedule A* of that Broker-Dealer;

(i)	a person or entity listed or required to be listed on Schedule C of Form BD for a Broker-Dealer other than a Limited Business Broker-Dealer and would meet the criteria to in clauses (g) or (h) above. Schedule C is used to amend Schedules A* and B** of Form BD and would therefore list persons or entities within the categories on Schedules A* and B**, but not currently listed on such Schedules;

(j)

a person or entity who (1) directly or indirectly owns 10% or more of a public reporting company not listed on a national securities exchange that is listed or required to be listed on Schedule A* of Form BD of a Broker-Dealer, other than a Limited Business Broker-Dealer, or (2) directly or indirectly owns 25% or more of a public reporting company not listed on a national securities exchange that is listed or required to be listed on Schedule B** to Form BD for a Broker-Dealer, other than a Limited Business Broker-Dealer; or

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(k)	an Immediate Family Member or affiliate of a person or entity described in clauses (g), (h), (i) or (j) above.

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1.	I have reviewed this Annual Report on Form 10-K of Enstar Group Limited;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

1.	I have reviewed this Annual Report on Form 10-K of Enstar Group Limited;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.